Fairfax County Youth Basketball Council (Council) is a membership organization comprising youth basketball organizations, recreation centers, and other associations located in Fairfax County, Virginia and the communities located contiguous to Fairfax County (the Fairfax County area). Organizations that wish to become members of the Council (Council Members) must submit a written application by September 1 to the Council for approval by the Council. The application must contain information describing the organization’s mission, scope, and management structure, geographical boundaries, financial structure, number of youths participating in the House league, anticipated number of teams that will be entered in the FCYBL, and in-kind gym space available for games should the applying organization be domiciled outside of Fairfax County. Qualified organizations approved by the Council at the Council's discretion shall be designated Council Members with all of the rights and responsibilities provided for of Council Members from time to time by action of the Council.

SECTION 2. Voting Rights.

Each Council Member is allowed one (1) vote on all matters properly coming before the Council. Each Council Member shall have the right to designate a representative (Representative) or an alternate to attend all meetings of the Council and to vote on behalf of the Council Member on all matters properly coming before the Council. Each Officer of the Council, if not already serving as a Representative of a Council Member, also shall have one vote on all matters properly coming before the Council.

SECTION 3. Meetings.

Regular meetings of the Council, including the annual meeting, shall be held at the call of the Chairman at such places and times as the Board may determine by resolution or as may be designated by the Chairman. Special meetings of the Council may be called at any time by the Board or by the Chairman of the Council. Regular and special meetings of the Council may be held at such place, in or out of the Commonwealth of Virginia, as the Board may from time to time determine. Members of the Council and Officers may participate in meetings by means of a conference call or similar communication equipment if all persons participating in the meeting can hear and speak to each other at the same time. Participation in a meeting by these means constitutes presence in person at such meeting.

SECTION 4. Notice of Meetings.

Notice of the place, day, and hour of a regular meeting of the Council shall be given in writing to each Representative not less than three days prior to the meeting, by delivering it in person or by mail to the Representative's residence or usual place of business, as shown on the Council's records. Notice of special meetings may be given the same way, or may be given personally, by telephone, or by fax or electronic mail message, addressed to the Representative as shown on the Council's records. Unless required by these By-Laws or by resolution of the Board, no notice of any meeting of the Council need be given to any Representative who attends, or to any Representative who, in writing executed and filed with the records of the meeting either before or after the holding of the meeting, waives such notice.

SECTION 5. Quorum.

FORTY PERCENT (40%) of the voting members of the Council (Representatives and Officers combined) shall constitute a quorum for the transaction of business at any meeting of the Council. If less than 40% of the voting members are present at a meeting, the members present may adjourn the meeting from time to time without further notice.

SECTION 6. Manner of Acting.

Except as may otherwise be required by statute, the Articles of Incorporation of the Council or these By-Laws, the affirmative vote of a majority of the Representatives of the Council Members at a meeting of the Council at which a quorum is present shall be the act of the Council.

SECTION 7. Presumption of Assent.

A Representative of the Council who is present at a meeting of the Council at which action on any matter is taken shall be presumed to have assented to the action taken unless the Representative announces his or her dissent at the meeting, and his or her dissent is entered in the minutes of the meeting, or the Representative files his or her written dissent to the action before the meeting adjourns with the person acting as the secretary of the meeting, or the Representative forwards his or her written dissent within twenty-four hours after the meeting is adjourned by registered or certified mail to the Secretary of the Council The right to dissent does not apply to a Representative who voted in favor of the action or who failed to make his or her dissent known at the meeting. A Representative may abstain from voting on any matter coming before the meeting by stating he or she is so abstaining at the time the vote is taken and by causing his or her abstention to the recorded or stated in writing in the same manner as provided above for a dissent.

SECTION 8. Informal Action by Council.

Any action required or permitted to be taken at a meeting of the Council may be taken without a meeting if a consent in writing, setting forth the action, shall be signed by all of the Officers and all of the Representatives of the Council Members entitled to vote on the matter.

ARTICLE II: Executive Board

SECTION 1. Powers.

The property, business, and affairs of the Council shall be governed and managed by the Executive Board (Board). All corporate powers shall be exercised by and under the authority of the Board. The Board shall keep minutes of each of its proceedings and a full account of all of its transactions.

SECTION 2. Members of the Board.

The members of the Board shall be the Officers of the Council, or such other members as may be determined from time to time by action of the Council.

ARTICLE III: Committees.

SECTION 1. Committees of the Executive Board.

From time to time the Board by resolution may provide for and appoint any committee or committees to have such powers and perform such duties as may be assigned to it by the Board or the Council. The appointment of a committee of the Board and the delegation of authority to such committee shall not relieve the Board or any Officer of any responsibility imposed by law or by the Articles of Incorporation of the Council.

SECTION 2. Meetings of Committees.

Each committee of the Board shall fix its own rules of procedure, and shall meet as provided by those rules, by resolution of the Board, at the call of the Chairman, or by any two members of the committee.

ARTICLE IV: Officers and Board Members

SECTION 1. Election and Tenure.

The Council shall elect annually at its September meeting a Chairman, a Secretary, a Treasurer, a Commissioner, and a Member-At-Large, all of whom shall be the Officers of the Council and serve as the members of the Board. Each such person shall be elected by a majority vote of all of the Representatives of the Council Members. The Officers of the Council shall be elected for a term of one year.

Each Officer of the Council shall hold office until the next Annual Meeting of the Council and until his or her successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. No Officer of the Council may serve more than three (3) consecutive one-year terms in that position.

SECTION 2. Chairman.

The Chairman shall be the Chief Executive Officer of the Council and, subject to the control of the Board, shall have general charge and supervision of the Council's business, affairs and properties. The Chairman shall have authority to sign and execute, in the name and on behalf of the Council, all authorized contracts, deeds, mortgages, bonds or other instruments. The Chairman shall serve as spokesperson for the Council and shall be the Council's nominee to serve as the Council's representative on the Fairfax County Athletic Council. In general, the Chairman shall perform all the duties ordinarily incident to the office of chief executive officer of an organization, and such other duties as, from time to time, may be assigned by the Board or the Council.

SECTION 3. Secretary.

The Secretary shall keep the minutes of the meetings of the Council and the Board, including all the votes taken at such meetings, and record them in books provided for that purpose. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by statute, and shall be the custodian of the records and of the corporate seal of the Council. The Secretary shall see that the corporate seal is affixed to all documents, the execution of which on behalf of the Council under its seal is duly authorized, and when so affixed may attest the seal. The Secretary shall preside at any meeting in the absence of the Chairman, and shall succeed to the office of Chairman in the event the Chairman resigns, vacates, is removed for just cause or is no longer able to perform the duties of that office. In general, the Secretary shall perform all duties ordinarily incident to the office of a secretary of an organization, and such other duties as from time to time may be assigned by the Board, the Council or the Chairman.

SECTION 4. Treasurer.

The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Council, and shall deposit or cause to be deposited, in the name and on behalf of the Council, all moneys or other valuable effects in such banks, trust companies, or depositories as may be designated by the Board or the Council. The Treasurer shall maintain full and accurate accounts of all assets, liabilities, and transactions of the Board and the Council, and shall render to the Council and to the Board at regular meetings of the Council and the Board or otherwise as requested, an account of all financial transactions of the Council and of the financial condition of the Council. In general, the Treasurer shall perform all the duties ordinarily incident to the office of a treasurer of an organization, and such other duties as from time to time may be assigned by the Board, the Council or the Chairman.

SECTION 5. Commissioner.

The Commissioner shall be the chief operating officer of the basketball leagues (FCYBL or Leagues) sponsored or supported by the Council. The duties of the Commissioner include enforcement of the rules, procedures, and regulations necessary to operate the Leagues. The Commissioner is responsible for coordinating all scheduling of schools, gyms, and referees with the Fairfax County Community Recreation Department. The Commissioner shall be authorized to submit modifications to the rules, procedures, and regulations for operating the Leagues. In general, the Commissioner shall perform all the duties ordinarily incident to the office of a chief operating officer of an organization, and such other duties as from time to time may be assigned by the Board, the Council or the Chairman.

SECTION 6. Member-At-Large.

The Member-At-Large shall perform such duties as may be directed by the Chairman. The Member-At-Large shall perform the duties of the Secretary in the absence of the Secretary.

SECTION 7. Removal and Vacancies.

Any Officer of the Council may be removed, with or without cause, by a vote of a majority of the entire Council. A vacancy in any office or position on the Board because of removal, resignation, death, or any other cause shall be filled for the unexpired portion of the term of the Council at any regular or special meeting.

ARTICLE V: Finance

SECTION 1. Depositories.

The Council from time to time shall designate one or more banks or trust companies as depositories of the Council and shall designate those officers and agents who shall have authority to deposit corporate funds in such depositories. It shall also designate those officers and agents who shall have authority to withdraw from time to time any or all of the funds of the Council so deposited upon checks, drafts, or orders for the payment of money, notices and other evidences of indebtedness, drawn against the account and issued in the name of the Council. The signatures of such officers or agents may be made by manual or facsimile signature. No check or order for the payment of money shall be invalidated because a person whose signature appears on such check or order has ceased to be an officer or agent of the Council prior to the time of payment of such check or order by any such depository.

SECTION 2. Corporate Obligation.

No loans shall be contracted on behalf of the Council and no evidence of indebtedness or guaranties of the obligations of others shall be issued in the name of the Council unless authorized by a resolution approved by a majority vote of all of the Representatives of the Council Members. Such authority may be either general or specific. Unless the authorizing resolution shall provide otherwise, all loans, promissory notes, acceptances, other evidences of indebtedness and guaranties shall be signed by the Chairman, and authenticated by the Secretary or the Treasurer.

SECTION 3. Fiscal Year.

The fiscal year of the Council shall be determined by the Board and evidenced by a resolution filed with the corporate records.

ARTICLE VI: Books and Records.

The Council shall keep and maintain at its principal offices all books, accounts, and records, including the original or a certified copy of these By-Laws and the minutes of all meetings.

ARTICLE VII: Indemnification.

The Council shall indemnify all persons permitted to be indemnified by the Virginia Nonstock Corporation Act but shall not be required to purchase or maintain insurance on behalf of such persons.

ARTICLE VIII: Amendments.

These By-Laws may be amended from time to time by the affirmative vote of a majority of the Representatives of the Council Members then in office. The Council shall consider annually whether amendments to these By-Laws are necessary or desirable.